Ben C: Rise of the Centurion
by SamuraiBuddha
Summary: This is a dark one-shot retelling of the second episode. Darkness, death, and still a few laughs litter the Ben 10 lifestyle as his cousin, Ken joins Gwen and him after five years of training with Professor Paradox in order to prepare for 'an evil so great it will shake all of reality to it's core'. Dark!Powerful!Older!Ben. Serious!Older!Gwen. MC!Older!Ken. T for Swearing.


Ben C: Rise of the Centurion

 **Disclaimer: Credit for this fic and it's conception belong to Dwayne McDuffie and Man of Action. RIP Dwayne, an inspiration to us all and a modern Jack Kirby. The original concept for this story was inspired by a famous German philosopher's quote, and HolyHeretic's story: Ben X.**

 **I want this story to be a darker take on Ben 10's world, with a serious Ben and powerful cousins.**

Chapter 1: 5 Years Later.

"The trip has been long and the cost has been high... But no great thing was ever attained easily. A long tale, like a tall tower, must be build a stone at a time." - Stephen King

An inferno raged within the red bricked building, gouts of flame sprouting out of the open windows of the 'Good Times' apartment complex. Within a burning room of the building, a tall woman in purple held her screaming child in her arms as they desperately ran towards the only exit the small room had. A bookshelf fell over, blocking their path, and her mother's china shattered and melted from the heat. She ducked, hearing the ceiling above them starting to cave in, and she said a quiet prayer for her son.

The ceiling gave way, and plaster and wood came down, but didn't hit the desperate mother-son pair. The mother brushed a hair out of her sobbing kid's face, and looked up, joyfully seeing a tall walking blaze in and of itself. This muscled and rocky creature was as ignited as the fire blazing around them, but the mother could barely see straight as her eyes blurred and her lungs screamed in pain. Only seeing the golden and crimson sinnews of the rescuer, the rescuee didn't comprehend the heat coming off of him, namely from the huge incinerator's worth of fire spraying out of the man's head, and golden liquid heat that made up the creature's skin.

Whilst holding up the huge pile of debris that would have crushed the duo, the fiery creature shouted, "Don't worry, I'll handle this." Throwing the debris into the wall, the walking campfire looked around, breathing in the dust and ash all around him, but it seemed to have no affect. Focusing, he flexed and balled his fists, slowly seeming to pull some great invisible weight up towards his chest, and the fire suddenly stopped. All of the massive blaze seeped into the creature invisbly, but at this point the woman and child passed out.

Sighing, the being grabbed the two people, who were unharmed by his now cooled skin. Hauling them up, he realized that the stairs would still be unstable, despite the building being fire free. Returning to the silent hallway, the being's foot falls caused increased creaking which made the hero nervous of structural collapse. Setting the baby's mother down, the literal fire-man held the baby in one hand, and blasted the wall out with a huge ray of heat from another.

He picked up the mother, and jumped out the window that he had created. On the ground, he quickly handed the paramedics the two victims, and he nodded as they nearly stood for a half minute in shock and awe of the odd sight. The nodd brought them back to some semblance of reality, and they quickly did their jobs. Waving to an orange haired young man in blue, the teenager tapped a similar looking orange haired girl's shoulder. The girl had had her hands in the air, focusing intently on the building. Putting her arms down, the green eyed girl seemed to be fifteen, and wore a blue blouse and a black skirt.

She breathed, calming herself. The boy grinned, giving the fireman a thumbs-up and they all ran off into an alley. Suprisingly, no passersby seemed to be concerned with the odd trio. In the alley, a brilliant red flash blinded the two orange haired kids, and in the sentient briquette's place was a tall, brown haired boy with a green jacket and black t-shirt. A serious look in his eye, the teen, who looked to be the same age as the girl next to him, asked, "Ready to go?"

As an unintended answer to his question, a gray haired old man in a Hawaiin Shirt and a rusty RV rolled up, honking. "Hey guys the fire was just a distraction to cover up a jewellry robbery!" The three kids looked at eachother, all but the brunette smiling, and ran towards the recreational vehicle.

Ben C

Speeding down the road haphazardly, two Caucasion men in ski masks narrowly avoided t-boning a parked car, turning ninety-degrees just before, but barely slowed and kept going. Clearly, these were not the best of men to be in front of. Unless of course, you happened to be a four armed stack of pure scarlet muscle and sinnew. Unfortunately for the three men inside the car, they didn't see said stack of red power, that is until one of it's large arms slammed into the side of the car at precisely the right time to slam into it's passenger door, sending it flying through the air flipping four or five times, only to stop upside down in a park.

The black car now totalled, the broad red skinned man with four arms and the extra appendages jogged to the landing spot of the men, and the RV parked in the pavement across from the park. Angrily, the crimson giant pointed to the green grass as he watched them climb unsteadily out of their car. The monster shouted, "On the ground, face down, NOW!"

The roar shook the thugs into action, and they laid on the ground. In an instant and a red flash, the musclebound creature dissappeared and the same brunette in green from the RV was in his place. He scowled, and kicked one hardcase in the head, and kicked the other savagely in the ribs. Both went down soundly. Three people got out of the RV, running towards the vigilante. "Ben!" The graying man said, and scolded, "They were done. You didn't have to do that." "They had it coming..." The brunette defended, and starting walking to the RV when he heard sirens.

Soon several police cars came and several officers left the vehicles. One older mustachioed law enforcer brushed past Ben, and the former snorted, "Watch it kid." Ben, angrily spat, "I just stopped these guys -" The old man spoke quietly, "Ben we need to talk."

Ben C

"Yo Animo!" A nearly bald man said, whose cheap brown suit matched what was left of his hair. He knocked on the door loudly and impatiently. He was fat and short, and the suit didn't exacting compliment his figure. But to him, appearance didn't matter, wealth did. Not that he was particularly wealthy, no thanks to the cheapskate tenents like Animo. Now angry with the silence that answered the door, the landlord called, "I know you're in there! Open up!"

Eventually, he fumbled for the key in his pocket. Finding the one that corresponded to the lock on the door, he barged into the building, immediately smelling old animal fecal matter, though he was not sure whether it was human or otherwise. Extremely warm in there, he loosened his tie. The landlord nervously wandered around the office/zoo, and angrily jotted down notes onto a legal pad, taking note of the dissarray his tenent had kept the place in, and all the violations that Animo had made. Kneeling down to admire one of the many glass habitats, the landlord watched an orange spotted toad hop around with a croak.

A mysterious figure shifted behind him, and turning in fear, the landlord jumped as he saw the pale face of a feverishly working scientist. The odd-orc looking man had a fat nose and a wart on his cheek, long white hair dirty with an odd yellow-brown mystery substance. A now browning labcoat also belayed his busy and non-cleaning permitting schedule. The scientist growled, "How did you get in?" Yellowed teeth issued fowl, stale pickle smelling breath towards the suited man, who returned stiffly, "My key. I am still your landlord you know Animo. Well, maybe not since your rent for the past six monthes is still due... And I can't evict you for horrible hygiene, you have violated several of my rules so I'm going to have this whole place cleaned out after you leave and made into a nice sauna."

"All my funds, all my time, go into my research," Animo said, ignoring his bills completely. He rubbed his brown eyes and yawned, "All my energy... Now GET OUT! You're disturbing me -" Quickly throwing himself into busyness, Animo opened up the frog's container, and pulled the green amphibian out of the habitat. The scientist's landlord muttered, "It looks like you were disturbed long before I got here pal."

"But about those bills... You and your furry little friends are going to be hopping around on the streets unless you pony up the green." The landlord pressed, and held out a fat hand for emphasis. Animo chuckled, "Pony up? Interesting choice of phrases. Must be an animal lover, then you're gonna love this my friend!" Putting on what looked like a large pot with two large horns sticking out electronically, Animo wore the odd helmet on his head. Laughing heartily, the landlord cackled, "HAHAHAHAH! What's that? You a member of the Moose Lodge or somethin'?"

Clearly not appreciating the landlord's humor or mockery, Animo pointed to a red circular piece of equipment on his chest, held in place by four straps that looked like brown suspenders. "This is my research. My Transmodulator! Phase #1, it creates and accelerates mutation at the molecular level. Observe," Animo explained, and turned the center piece, which sent a crimson current up into the horns, which discharged the voltage as a blast which hit the frog on the ground.

Immediately the diminutive amphibian grew to incredible heights, taking up at least a quarter of the room's already cramped space. Several empty habitats fell and shattered onto the dirty floor. The landlord gasped in horror, his eyes locking with the orange monstrous pupils of the frog. Horns popped out of the mutant's head, and it croaked loudly. Opening it's mouth, the huge beast swallowed the landlord soundly; with the innocent man screaming for his life until he couldn't be heard anymore. Patting the creature's huge leg, Animo rubbed a large bulbous orange spot on it, and looked at his creation, taking in it's every facet.

"Yesssss! Test One, success! Subject appears to have grown exponentially larger and more aggressive, while still following every given command. Orange spots have appeared throughout it's back and legs, a possible side effect. An additional two eyes appear beneath the originals, and large fangs protrude from it's maw. Fascinating..." Animo declared, and noted his own genius, as his type tends to do.

Manicly, the crazed scientist chuckled, "I'm sorry, I can't hear you. It sounds like you have a frog in your throat... Or is that, the other way around?! HAHAHAHAHAHA!" Now laughly psychotically, Animo bellowed with obnoxious gusto, not worrying about the neighbours as they now had no landlord to complain to. Not that it mattered, Animo could just feed them to his frog anyway.

Ben C

In the middle of a large Mega Mart, both orange haired teens walked with the old man in the Hawaiin shirt. Behind them, Ben walked a bit slower, hands in his pockets. While the old man was utterly focused and maintaining a thoughtful stare at the produce section, Ben watched his cousins closely. They were very close, exceptional in fact, and had very recently grown up together, so recently in fact, their grandfather had hardly recognized them after their 'trip'.

 _It's still hard to believe. It's only been five days here on Earth! We spent five whole years training with them! The Prof. said this would take some getting used to but..._ Ben though to himself, and looked at his cousins. The older of the two, Ken, was two years older than Ben and old enough to drive. He was tall and lanky, with slightly darker hair than his sister, who walked beside him. Gwen, Ken's sister, was the same age as Ben, and was physically the least detering of the trio, but she more than made up for her thin looking constitution with wise gray eyes.

Scowling from thought, Ben didn't notice that Ken was staring at him and had fallen slightly behind to walk beside him. Ken cheerfully grinned at his younger cousin, who was broader and more muscular than him, but Ken was still a head taller than him. "Why so glum kid?" Ken asked, and Ben met his gaze, "I'm not... Just thinking is all." "We wouldn't want any of that..." Ken teased good-naturedly, and watched his grandfather and sister talk.

"Only canned octupus?" The old timer asked, and held up a green papered can to look at closer, "I thought this store prided itself on a wide variety!" Scratching his ample belly beneath his favorite pink hawaiin shirt, he looked at Gwen, "What do you think?" His voice was tired and old, but it still had some jolly energy to it. "Aw Grandpa! How about we have a nice normal dinner for once..." Gwen pleaded, but she knew it wouldn't work. It never had when she was younger, and she knew little had changed with her Grandpa, who grinned.

"Nonsense Gwen, it's been five years since you kids have had some good old fashioned, home cook meals." Grandpa said, shaking off his granddaughter's protest. Gwen corrected, "Actually we've only been away for five days Grandpa..." Teasing, Grandpa messed with her long hair with his hand, joking, "And you all grew up sooo fast."

Pushing the grocery cart along, the old man went along his way, though Gwen stopped when she heard laughter in one of the aisles behind them. Quickly walking to the source of the noise, she yelled preemptively, "You guys are such idiots!" However, when she clearly assessed the situation, she found that it was no more or less than her brother whipping around his nunchucks and knocking down boxes of cereal from shelves. The cheery, happy go lucky kid that she grew up with hadn't left them even after all they'd done in the past five years, or five days, depending on your count.

Ken chuckled and thought, _Jeez, Gwen hasn't done that in a while. These kids haven't really done anything too fun anyway. Ben used to be even more hyperactive than me, and he and Gwen and I would all argue all the time, but we'd always care. It's like Ben's not ever here anymore._ Ken eyed his younger cousin sadly, who cracked his knuckles and stared at the green and black alien weapon strapped to his wrist, just like he'd done for the past five years, and just like he'd do for as long as he'd wear it.

Punching her brother, Gwen scolded, "Stupid! Now we have to pay for all this!" "Hehehe sorry Sis..." Ken nervously chuckled, having just noticed the smashed boxes of chocolate and fruity cereal around his feet. While both Ken and Gwen laughed, Ben was somewhere else entirely, a place that neither of the others really wanted to reside on for long periods. But that is where Ben's mind often went, that's where the kid that his family missed had gone and died.

Ben C

Feeling a shake as Ken and Gwen had placed the last required box into the cart, the younger Tennyson generation instinctively got ready. T.V.s fell off shelves, breaking. Ben looked at his family, who nodded as he activated the most powerful weapon in the Universe. Quickly becoming an alien he had dubbed, 'Heatblast' in his youth, Ben flexed his ample muscle. Stretching as he prepared, Ken and Gwen took less direct approaches, waiting for the threat to present itself before obvious action, though Ken had already pulled a set of nunchaku out of his waist band.

With another quick quake, the wall behind them fell down, knocking down and destroying a whole shelf of cereal. From the now opened corridor where the wall had once been, a giant horned frog hopped into view. Heatblast instantly knew that that was the threat. Jumping off the amphibious steed, the white haired and long nailed Animo walked towards the electronic shelf, directly across from where the cereal had been, and passed Heatblast unworriedly.

The frog's long prehensile tongue shot out of it's mouth, smashing into Heatblast and sending the hero flying into and through several shelve's worth of grocery products. Animo pushed Gwen aside, saying, "Get out of my way girl!" Gwen laughed, "Big mistake frog boy..." Making odd hand motions, purple eldritch energy crackled between her palms, which faced outwards and Animo's hair stood up from static. Flicking her wrists, Animo was knocked off his feet, but he recovered fast. Sending a booted leg sweep into Gwen, the latter fell, only for Ken to help her up.

Animo retreated, jumping onto his ride home. Two white shirted security guards ran up, one with curly red hair shouted, "Hey! You with the - giant - frog? Put your hands up!" But the good doctor ignored the orders, and abruptly his frog hopped along, on the way to the other side of the store. Into a walkie talkie the redhead called, "We got a nab and grab in Electronics... Male, 5'6'', riding on a giant frog or a toad, trust me ya can't miss him!"

Angrily shaking off the blow, Heatblast got up and growled, "Bastard." Elsewhere, Gwen got up, dusting herself and said, "I'm alright he just caught me off guard." Running after the frog, the family Tennyson quickly caught up with the conniving crackerjack*. Having arrived in the pet section, the scientist twisted the nob on his chest and sent a red beam into a hamster on display, which outgrew it's cage in an instant.

The new and improved model for the rodent was now the size of a minivan, with pointed ears and nearly hairless limbs. Four red eyes peaked out of thick orange and peach colored fur. Running on all fours, it nearly trampled Gwen and Ken, while Grandpa had gotten out of the way. Ken whipped out his black weapon, while Gwen made more hand motions, channeling the ancient art again, only to look back and see that Animo had created another monster, a huge parakeet now flew amongst the giant frog and enormous rodent. "Arise to your full potential my pets!" The parakeet squawked loudly, and landed, pecking at Ken, who rolled away to avoid the ferocious bird's strikes.

Ken grinned, quipping, "Ya know, you remind me of my Aunt Vera's pet bird Tweetie, but you sure are alot uglier!" Getting up, the martial artist used his nunchuku to it's full potential, smashing the bird in the beak with his odd-looking weapon. But that only seemed to make the huge creature angry, flapping it's wings and running at Ken wildly. "Well that didn't work, time for a Plan B!" Running from the big creature, Ken wondered how Ben was doing against his enemy.

Ben, as Heatblast ran towards Animo on his frog, which stayed still other than the occasional ribbit. Animo hollered crazily, "Behold the genius that is Doctor Animo! Today I will make history, or should I say... Pre-History!" Adjusting red lens that seemed to keep his eyes out of his technology's red light, he gasped as he saw Heatblast running at him like an angry freight train. Ben looked around, making sure that no civilians were near by, and noticed that Gwen and his Grandpa were running from the overgrown hamster. _They can handle themselves... If I can take down Animo..._

Sending a gout of flame from his left palm, the frog evaded it with a clumsy and loud jump. While the dodge was loud and clunky, it got the job done, and Heatblast accidentally set a support beam on fire, causing the sprinkler system to go off. "Damn it!" Running after the frog, which had managed to get all the way to the other end of the store, where it had come in, Ben angrily slapped the Hourglass-type symbol his chest, becoming Human again.

Security Guards soon put out the fire that he had set, with fire extinguishers and the red haired man from before grabbed his sleeve, asking, "Son are you alright?" Angrily throwing off the concerned man's arm, Ben transformed through a green flash again, this time becoming a sleek looking black armored creature with balls on it's feet and a long blue striped tail. _XLR8. Another old favorite of mine..._

Speeding out of the store, the guard barely knew what was happening before his walkie alerted him to two more disturbances in other parts of the store. Two screams and smashes answered the unspoken question of urgency that the guards had all thought to themselves. The huge, double tusked hamster had pinned Max and Gwen against the wall, with the latter chanting weird words that sounded plain gibberish to her grandfather, who knew she had everything under control. Slowly getting louder with the seemingly nonsensical syllables, Gwen flicked her wrist and a shelf fell onto it's side and knocked the hamster down.

With the entire weight of a shelf full of cans crashing onto it, the hamster fell quiet as it struggled to no avail to get out from under the store's property. Gwen smiled and high-fived her grandfather in celebration, than ran to the loud crashes, where she just knew that her brother would be, and with all likelihood, would be responsible for the destruction.

Still running from the large and furious parakeet, Ken turned and ran faster as he saw that the winged beast was gaining on him. He said to himself urgently, "What was that that Vera always said to keep away from Tweetie? Chocolate? Yeah it was chocolate!" Veering down an aisle, Ken's feet squeaked as they slid to a stop, and he unwrapped a large family-sized candy bar, and threw it down the bird's wide throat as it's beak was open for a caw. Ken grinned as the monster quickly fell over onto it's side coughing and hacking.

Ken realized that his victim had fallen right next to the hamster as he saw the behemoth of a rodent knocked out and grinned at his sister. When the man who appeared to be a manager came he gratuitously shook Ken's hand and thanked him, "Wow! You stopped two of those monsters! If there is anyway I can repay you people, anyway at all!" Ken grinned as he recalled all the smashed cereal, "I'll be back to take you up on that offer... Right now we gotta find my stupid cousin!" Only for the huge bird to fly up and out of the sky light, shattering the glass with the shards raining onto the harmless floor of the store. "And now we've just got one more monster to catch today... Great." Gwen remarked, and they all ran out of the store.

Ben C

As XLR8, Ben was able to go 1000 MPH with relative ease, and pushing himself he could more than double that, getting around 2500. When he was angry, he would push himself. These were one of those times he was angry. He'd been dropped twice by that frog and that stupid scientist, and he wouldn't let that bastard get away this time. Running around and searching the city at top speed, XLR8 slowed to a stop and breathed heavily, gasping for air. He had been running at his limit for several minutes, and he was worn out. Shifting human again, Ben slammed a fist into the brick wall of the building next to him, and didn't even flinch.

In an alley, Animo growled, "I'll show you imbeciles what true power is," He cuddled a now normal sized frog in his hand, and petted his creature. "I'll could do anything I want, I could even turn this city from Washington D.C. into Washington B.C.!"

Ben C

Having called his Grandpa, Ben was now sitting in the RV, seething. Gwen and Ken sat in the rear, while Ben stared at the window, with the RV(driven by Max) in pursuit of the huge white parakeet. Max had convinced Ben to wait, as the bird would lead them to it's master. This had only served to irritate Ben more.

Max sighed happily, "Ah! Just like the good ol' days..." Driving to match the speed of the large avian, Max reminisced to himself. Gwen asked curiously, looking up from a dusty black laptop, "What kind of plumber were you exactly Grandpa?" "Uh - uh. A darned good one! Uh Ben, what's the matter? You still mad about me having you stay in here and wait**?" Max asked, and Ben replied sulkily, "I should have been able to handle a couple overgrown housepets Grandpa! I'm supposed to be a hero! Supposed to save the whole Universe someday! How can I when I can't even fight some crazy scientist?"

"Ben, the Professor took you and trained you and your cousins to make you into heroes. Being a hero can mean different things at different times. You will be hero enough when you need to be, you will save the world. I believe in you, but that doesn't mean you need to be so hard on yourself until then. You can't have that much pressure on yourself to be that great everytime. That's why we're a team, you, me, Gwen, and Ken, we all look out for eachother so none of us have to worry so much. We're a family, we have to stick together." Grandpa said, enlightening his ward, who nodded his understanding, and immediately went back to staring into the dark outside.

Gwen gasped, "There! Doctor Animo had a doctorette in Veterinary Science, but it turned out he was doing all these twisted experiments where he was mutating animals. When he didn't win some big prize called the 'Verities Award' he flipped out! I guess he was going to use the money he earned from his research to help his wife, but she died a year ago from cancer***." Ken nodded, and turned as the parakeet cawed loudly, watching as the bird flew behind several buildings.

"Lost 'em. They could be anywhere in Washington D.C." Max said, and Gwen corrected, "Or Washington B.C. Grandpa." "He's gotta be going to the Natural History Museum! He already made giant animals, why not go to the next step? Dead animals!" Ken explained, and Max wondered, "That's an odd conclusion Kenny but your guess is as good as any."

Ben C

Picking up a large feather off the floor, Ken noticed that the plumage was identical to the yellow headed parakeet's. Ken grinned, "Whose guess is as good as any now? Huh Grandpa?" Max patted his grandson on the head, and watched as Ben quickly slapped his Omnitrix again. With the brilliant light of the transformation, Ben became XLR8 again, and got ready to speed into the dark rooms of the closed museum, having already opened the coded door at super speed.

Max yelled, "Wait Ben!" But it was too late, the speed demon had already raced into the darkness. Moving at hypersonic speeds, XLR8 rushed into a Dinosaur exhibit, running past the Tyrannosaurus Rex fossils on display. Plowing the busy Animo over, the doctor was on the ground in a flash. Struggling to get up, Animo coughed blood and shakily pushed himself up and coughed, "You - are very persistent. I hate persistent!" Only for a flurry of blows to rain down on the good doctor. Animo was on the ground again, face down.

Trying to get up again, the same process repeated, this time with a solid kick from XLR8 making sure that Animo stayed there. The black visor-like screen opened up, revealing a blue alien face with black make-up which spoke, "It's over Animo." It's voice was hissing, like a runner always ready to sprint. In a way, that's how Ben always felt in that form. Ben turned back into his human form, and Animo looked up, only for Ben to kick him again.

"Oh but it's only just begun!" Red beams shot from his horns on his helmet, hitting both the Tyrannosaurus Rex skeleton and the stuffed Wholly Mammoth next to it. Animo slowly got back up, declaring his genius once again, "I only needed a few more components to go to Phase 2: Reanimation of dormant cells. With this, I can bring back the dead and cure all illnesses by making White Blood Cells indefinitely reproduce!" Gwen and the rest of the Tennyson Clan ran in, with Max out of breath.

"You guys, Animo. I've got this." Ben said, slapping his watch angrily. He'd failed again. Animo had run away as soon as the rays had fully connected. The large formerly dead furry elephant blew it's horn like a long trumpet, rearing towards Ben. Now Ben was nearly half as tall as the elephant, as the hulking red giant that he'd once called FourArms. Bringing the mammoth down, he yelled, "Go! Take down Animo!"

Ken asked, "Why sis, why didn't the T-Rex Animo hit with his beams come to life too?" "It must have been fake bones Ken," Gwen answered, and they kept running. However, as they rounded a corner Ken's group came face to face with the huge parakeet, and Gwen chanted a few words, and green fire sprouted just in front of the bird, sending it berserk and running down the passageway.

Just as the group entered the next set of exhibits, Animo had already blasted his latest creation. Now, a fully realized Tyrannosaurus Rex stood before them, with green tough looking reptilian hide. While Max was utterly shocked and horrified at Animo's insane genius, Gwen seemed utterly unenthused by it, saying, "Not impressed Ani-dork!" Ken grinned, "That's so cool!" The newly realized king of dinosaurs roared, pieces of rotted flesh fell of it's back, but otherwise it was as if nothing had changed, and this land was still it's kingdom. The smell of decay filled the room, it was so pungent and cloying that no one smelled the dead insects and swamp water aroma of a certain enormous amphibian.

With it's long pink tongue shooting into him, Ken was knocked into the wall, right next to a medievel knight's display. Smashing the window of the display case, Ken realized that the alarm had been going off for a while now, but he ignored it, yanking the sword out of the armor's gauntlets. He held up the noticeably heavy sword with mock heroism, yelling, "Have at thee foul knave!" And charged the green monster.

FourArms's fight was not going nearly as well as he'd first hoped. With the mammoth knocking the teenager into a far wall, the Tetramand had barely recoverd before the long ebony tusks rammed into where he would've been, just before he turned Human again that is. Spinning the dial, Ben slapped the Omnitrix, and changed again. Now the racing XLR8, Ben literally ran a quick loop around the extinct elephant, and after building up speed, ran up the wall and switched, becoming Human as he reached the ceiling. Coasting through the air, the old Ben would've been completely excited, but not him. This was all business, life or death.

As he starting sailing down, Ben slapped the watch again, instantly becoming the familiar pro-wrestling sized FourArms, whose drastically heavier weight made him crash right onto the primitive pachyderm's head, and knocking the beast down and out. FourArms soon became Ben, who then became XLR8 and the new form raced on to where he heard the commotion that sounded a lot like Jurassic Park was being reenacted. He wasn't far from the truth.

Ken swung the silver saber at the frog, which evaded the swipe with an acrobatic jump. Firing it's tongue at Ken again, this time the boy feinted a dive, and the creature fell for it, redirecting it's slimy weapon in the direction of the feint. This would be it's last mistake. Rolling to the other side, Ken slashed at the tongue, cutting a good portion of it off. Green blood gushed from the gaping wound, and the frog jumped madly. It's survival instincts kicking in, the frog attempted to hop away, only for Ken to launch himself onto the amphibian's back, and the latter scowled as he stabbed the creature three times before finally pressing the sword deep with the last gouge.

Gasping for air as the frog died, Ken patted it's back where he laid. "You were one tought frog ya know that Kermit? Sorry ya had to go like this though..." Ken commended his amphibious adversary. Getting up, Ken grimaced as he found dark green slime all over the back of his blue shirt, which he gingerly tried to get off with his hand, only for the mucus-like material to stick to his fingers.

"I'd love to stay, but I have to do what this machinery was meant for. To take what _we_ deserve!" Animo declared, and just as both Ken and XLR8 the dinosaur the doctor was riding on smashed through the wall in front of them, making a new opening. They all heard sirens in the distance, and the Tennysons, barring Ben who was right on the T-Rex - tried to make towards the RV. Only for a terrifying caw to reach the ears of the family, which turned only to see the huge parakeet flapping it's wings and latching onto Gwen's shoulders.

XLR8 turned, looking into the sky to see that Gwen had been snatched. Becoming Ben, Ben immediately twisted the dial and slammed it down impatiently. Now a scorpion-tailed, six legged bug thing, Ben was extremely comfortable as Stinkfly, which Ken had come to call it. Stinkfly had four long grey-green hose like eye stalks, all staring hard at the bird. It's black mouth growled and it's green insectoid wings flapped quickly, buzzing like an angry hornet.

Quickly ascending to the same height as the bird's Stinkfly landed on the bird, stabbing it with his tail. As the parakeet cawed in agony, it feel several feet before beginning to flap again, as the stab wound was not at all deep, just painful, which is what Stinkfly had wanted. Beneath the bird's thick plumage and in it's claws, Gwen sighed, "Hey doofus! I let myself get captured, this birdbrain can lead us to Animo!"

Stinkfly shook his head, and yelled down to his Human cousin, "Alright Gwen, I already know where Animo is headed..." Flying off, Stinkfly went ahead of the mutated avian. Gwen called to her cousin, "Where is Animo going?" Stinkfly seemingly didn't hear the orange haired teen, but he answered her question quietly, "To an ass beating."

Ben C

Years Ago...

A young brown haired boy with long hair grinned with buck teeth, proudly holding up a glowing frog to a noticeably unconcerned mother. The woman was good looking, but had a tiredness to her eyes, but maintained a happy smile on her face and a twinkle in her eye. She wore a pink apron, and was washing dishes as the boy shoved the frog closer to her face. Proudly, the woman locked eyes with her son - it was clear from appearance that they were related, he had her nose and eyes - she whispered, "Al, you can do anything you set your mind to. You're going to make me proud some day right?" Aloysius grinned, and scratched his head sheepishly, "Of course mama! I wanna be a scientist when I grow up!" The young Animo played with his overalls, which covered his thin pale belly.

A teenaged and zit faced Aloysius grinned as he eagerly handed his mother a plaque reading 'New York State Science Fair Champion: 1973'. The proud, infectious smile that Animo wore on his braced mouth came onto his mother, who grabbed him in a warm and loving hug. Teary eyed, Mrs. Animo failed to show her son the paper in her hands, and on that paper were some of her test results. Tears rolled down her warm cheeks, and the now graying mother protected her boy from the words on the paper: 'Terminal'. Trying to sound joyful, which she was, the female Animo couldn't help but shake in her voice. "I know you are going to win every award, and make me so proud."

At the funeral, Aloysius cried for hours, staying as long as he could with the casket. Monthes later while still in therapy, Aloysius met a girl. A pretty blonde, she was also a doctor, who had been recovering from depression. This was Margaret, the soon to be most important person in his life.

Al remembered the seminar where they had met like it was yesterday, like all the feelings and words and scents and events that die were tattooed onto his hand, burned with the brand of his love. The counselour stood on a podium, talking to a nearly empty audience, both Marge and Al had sat in the front row, and the speaker seemed to look directly at them saying, "We all have to find where we belong. Who we belong with. When we find that one thing, or person that drives us to greatness, pushing us to improve our lives and ourselves. We should never ever let go. Always push forward, always improve. Never forget, use that motivation to drive us forwards to bigger and grander things. Share them with that thing or person, share them with the people you love." At the time, Aloysius loved no one, but as soon as he looked to his left and locked eyes with Margaret, he knew where his motivation would be coming from.

Aloysius came home from his work one day, waving a paper at his wife happily. In celebration, Al had bought an expensive bottle of champagne. "Aly, I know you can do anything you set your mind to. You make me so happy everyday. I wish everyday could go on like this..." Margaret said blissfully, and having grabbed her husband in a hug, blinded Al from the dark and tragic truth with the strawberry scent of her golden hair, and the warmth for him in her heart. Al laughed, "It will always be like this. I promise." Holding her own paper, it was not nearly as worth while as a grant like Al had recieved. There was a reason that Al didn't know that his wife hadn't been going to the office when she said she had. The very same reason she had those test results. The same reason she was crying. The same reason everyday could not be like that. On the now discarded and crinkled paper that every husband, every son, everyone dreaded for a loved one, the test results had been confirmed, in large bold and capitol letters read: ' **TERMINAL'**.

Holding Margaret's pale bony hand, Aloysius asked, "Margie, do you need anything? Are you warm enough?" The bald sick woman smiled, "Don't worry Aly, I'll be all right. But I don't have much time dear." Al was near tears now, his long hair disheveled and dirty. His shirt was in as much disarray now. The former blonde smiled weakly, coughing. "Aly, I'm so glad to have known you. I love your drive your conviction. You're the most brilliant man I've ever met. You can do anything you set your mind to. Never forget that. You make me so proud to have been a part of your life. Not a day went by when I was lying in the damned hospital wishing I could be with you for just a day longer, even an hour with you would be like Heaven on Earth. I love you Aly, and you made me so proud."

Ben C

Riding his cretaceous creation, Animo madly stared out over the wreckage that his dinosaur had caused. He pointed and the giant marched onwards, it's master on it's back. A mighty roar sent a shiver down Animo's spine, as the old man remembered, _You can do anything you set your mind to._ With hope and brilliance fueling his broken mind, Animo only had one goal now: to make them proud.

Ben C

A few minutes later, Gwen hung limply from the bird's beak, held up by her blue hood. With a nice high perch made up by the Washington Monument, the parakeet sat at the point, making Gwen gulp as she looked down. Clearly irritated, Gwen groaned, "This is not what I had in mind when mom said it would be an 'adventure'." Now realizing that this likely wasn't the place that Animo would be, Gwen fumbled for her phone out of her pocket. Dialing, Gwen held the phone to her head, severely hoping she would not need to try to find better service.

In the Rust Bucket, Ken and Max both spoke to their feminine kin, who angrily told them her location. Gwen did not particularly feel much danger, but she couldn't get down. Driving dangerously, Max veered left and parked right in front of the Monument, and he smiled as he saw the obelisk, reminded of old times. Shaking himself back to the present, Max gasped when his granddaughter's phone smashed against the pavement.

Ken ran towards the tower explaining, "There's gotta be some kinda window or somethin'!" And entered the monument after sending a solid kick to the door, breaking it down. An alarm duly sounded. With the bird still holding Gwen, the latter closed her eyes as she chanted an incantation, and fire formed on her palms, when she grabbed onto the bird's talons, blisters burned into the avian's now charred flesh. Squawking in pain, the parakeet dropped Gwen, who soundly screamed as she fell through the sky.

However, it was a much shorter descent than she expected, as just after she had been dropped, Ken caught her in his arms through a window in the Monument. "How's it hangin' Sis?" Ken asked with a broad smile on his face. His humor wasn't lost on Gwen who angrily replied, "Oh ya know, same old same old. Idiot brother, cousin's lost... The usual." Gwen, who had been hanging onto her brother's arm for dear life climbed in through the window, punching her almost failed rescuer in the chest.

The bird flew off, but Gwen wouldn't let the beast roam free, not after all they'd gone through to find it's master, making odd hand motions, the bird suddenly flew straight towards them, Ken frantically asked, "So uh Gwen?" "Yes dear brother?" Gwen asked hotily, and Ken pressed, "What are we going to do about that giant freaking parakeet! All I've got is some martial arts and really good constitution! Use some magic or something! Call down some lightning!"

"I can't Ken! I have no idea how to do that! I can only do alchemical magic," Gwen said, and Ken freaked out, "What!? English please..." "I can only change one thing into another thing," Gwen explained and her brother nodded his understanding. Ken watched as the bird grew closer and closer as it rocketed towards them, Ken grinned and pulled out a deck of cards from his pocket, "Oh Gwenny, how about we play a little 52 Card Pick-Up with Birdbrain..." Confused, Gwen seemed to go along with her brother's plan anyway.

From ground level, Grandpa Max was pacing back and forth, knowing he couldn't get up there in time to save them, but wondering why they hadn't moved. _Ken must have a plan. He can take care of Gwen._ Still, that thought barely slowed him down, as he still walked back and forth, showing his regret rather openly, "Damn! I knew I shoulda kept some of my old equipment!" Max cursed, and he watched as the bird crowed again, this time a dozen yards from the window where his grandkids were. As the bird's mouth opened, dozens of brown rectangles flew from the window and down the birds throat, choking, the bird fell feebly to the ground. Smashing against the pavement in a bloody pile of brains and gore, the avian mutant was down for the count, they had won.

Ben C

XLR8 rushed through the buildings, weaving across cars and the like. Soon, he reached his final destination. Seeing the large 'Kelly Industries' Complex, XLR8 scoped out the outside of the building first, however he didn't notice anything suspicious, so the speedster zoomed inside through the open door.

Seeing light in another room, XLR8 rushed into that room, only to find that Animo was nowhere to be found. Upon finding the room both mutant and mad scientist free, XLR8 made his presence known to the three men in the room, but first he listened to the men speak. A man in a gray suit with graying hair to match smiled as he held one of the many trophies on display in the room, he explained, "This is my Verities Award, of course it was an honor just to be nominated with a group of such distinguished scientists." The suited man said, clearly Doctor Kelly. He was speaking to the two other men in the room, both much younger than him, and he didn't even notice the black and blue alien that had infiltrated his room.

XLR8 coughed, "Excuse me, where is Doctor Animo?" Finally noticing the strange looking speed-creature, Kelly cried out, falling to the ground in shock. "What - what are you?" He asked in fear. Shifting back into his Human form, Ben appeared to all the men to see. His jacket was a little worse for wear, but other than that he looked like the average teenager, albeit one with an alien wrist watch and odd, almost neon-green eyes.

"I'm the guy who's trying to save your life Kelly. Now let me ask again, _where is Animo?_ " Ben said, locking eyes with the now upright scientist. Doctor Kelly shook his head, "Animo isn't here. I haven't heard head nor tail of him since he declined the Verities Award. He said something like how he didn't deserve it. Poor guy, first his mom, then his wife die on him. But he always was an odd duck I suppose, he's probably somewhere sipping tequila and training squirrels to hunt or something. I don't have any idea where he is." "What about those rumors that he wasn't given the Verities Award for his experimentation with animals?" Ben asked, and the good doctor enlightened him calmly, "Clearly you haven't done much research kid. The Verities Award is a prize given away every five years for scientists and doctors who make extensive use of research and medical breakthroughes via lab animals. The system looks down on the use of animals, but science doesn't have as many moral limits as most mainstream society does. Breakthroughes made through animal testing has saved countless lives over the years, but most people wouldn't want a guy who cured cancer by killing some mice and dogs getting the Peace Prize, so the Verities Award was created."

"Clearly, this was a waste of time..." Ben said irritated, and immediately slammed the Omnitrix's dial, and changed again. Yet again the thin blue alien speedster, XLR8 zoomed out of the building as fast as he had come in. "That was odd, Doctor Kelly," One man said, and another nodded, adding, "Perhaps we should report this to Enoch." "Agreed," Kelly said, replacing the Verities Award, and blocking an image that Ben had not noticed. It was a distinct blue and yellow shield shaped Coat of Arms.

Ben C

Animo sat there, helmeted head on the ground, sobbing in the heavy rain that had just started. He cried with joy and excitement, knowing this would be his greatest achievement, worth all the monthes that he had suffered since his wife's death, even his mother's death. This was his Magnum Opus. He looked up, smelling the sweet scent of fresh flowers that had been placed in front of the tombstone. This was his wife's final resting place. For now.

On the outer edge of the graveyard, on a gravel path perpendicular to the rows of tombstones and ceremonial crosses was the huge skeletal structure of a long dead Tyrannosaurus Rex. It had been a few mintues since Animo had gotten there, when all of a sudden his creature had lost control of itself, and had gone berserk, not following his helmet's commands.

Animo had diagnosed the problem quickly, but didn't have the tools to fix the damage the helmet must have sustained somewhere between his fight with those nosy kids and the ride over to the graveyard. It didn't matter right now, since he had deactivated the Dinosaur's cellular regeneration and it quickly whithered into the state it had been in before Animo had rejuvenated it.

This was the moment of truth. Hearing a large vehicle roll up over the hill where the cemetary was positioned, it quickly drove up the trail and stopped just short of the fossil remains of the king of the dinosaurs. Soon Animo would be king of the world. That's how he always felt when he made Margie happy, that's how he felt being around her. It wasn't fair that she had been taken so early, too young, and when he was so close to finding the cure, the solution. But now that wouldn't matter as Animo had perfected his creation, his invention, his achievement.

Three people got out of the car, two teenagers and a graying man about the same age as him. Spinning the red dial, Animo blasted the ground where his wife was laying. Suddenly, the ground broke apart, the stone in front of him cracking. The coffin rose, breaking under the energy. Red life energy flowed within each hole and crevice and into the coffin, and then something moved.

Smashing the coffin lid open with his bare hands, Animo was overly eager to see his love again. Moving the pieces of wood from her pale skin, Animo screamed in horror just as the three people came up next to him. To all their utter disgust and terror, a half rotted form of a woman moved and writhed within the broken coffin. All knew that Animo had done something that man was never meant to disturb, the fabric of God's law was breaking beneath the science and genius of Animo.

This was not what he had intended, in a white dress, the half rotted face of his wife bared feral, yellow teeth at her former husband. Spinning his dial, Animo blasted her again, only to find that her hair was falling out and his wife coughed up blood! "Oh Margie! What have I done?!" Animo cried out, sobbing heartily into the sky. "I can fix this don't worry! I can do anything I set my mind to do!" Blasting her again, more hair fell out at faster rates, her nails fell out, and her nose distorted but she was still alive. Or at least, she was not dead.

Animo cried, "I CAN DO ANYTHING I SET MY MIND TO DO!" "I CAN DO ANYTHING I SET MY MIND TO DO!" He shouted, screaming his failure into the heavens. He threw his helmet down, watching in horror as the former Mrs. Animo finally stopped moving, and disintregated into a skeletal form.

Watching as all this unfolded, Gwen's eyes filled with tears, and she tried to go to Animo, but her grandfather held her back. He knew that not even the caring affection of his loving granddaughter would stop Animo's sorrow. The man was in the darkest state imaginable, no one could know what he would do next. It was best to leave him be and let him stay in his passive, albeit horrifying state that he was in.

Ken tried to speak with the Doctor regardless, "Animo!" The scientist seemed to hear him, but didn't react at all. Ken went on anyway, "We know how you feel! Gwen and I, we both lost people very close to us recently. Our mentor, he was a scientist just like you a long time ago. Animo turned to the teen, looking at him with empty, barren yellow eyes, he whispered, "My mother... She - she always said I would be a great scientist and win every award. My wife, Marg - Margie - Always pushed me to become the best scientist that I could be, like mom wanted. Both of them died, died so young! IT's so unfair!" "I know Doctor. I know. Our mentor, he wanted to make us better heroes and he died saying that one day, we'd save the world. He always supported us, and he never gave up on us. I think you can do anything you want to do. I believe in you Doctor." Ken encouraged, sincere and caring, as clear as the day was raining. Animo stepped back from the grave, and yelled into the sky.

"I CAN -" Animo started, but was knocked into the coffin with his rotting wife. A flaming kick had sent him into the tomb, and all turned to see Heatblast angry in the rain. "YOU BASTARD! You wasted all our time because you missed your damned wife! How dare you! You have defiled all logic and principle with your own sinister agenda! You have crossed a line that was never meant to be tampered with. Worse, you keep me from saving them! All of them! All of you!" Heatblast screamed, and held the mad doctor up with one hand, clutching him in a burning choke hold.

His throat smoldering, Animo kicked and tried to scream, but his vocal cords would've been jerky by then. Fist curled, Heatblast was ready to deliver the killing blow. Gwen grabbed Heatblast, hugging him. "NO BEN!" She said, and Ken agreed, rushing over to his cousin and sibling, "You can't do this Ben! He just wants his wife back! He couldn't handle the pressure, he's broken. He can't even understand what's going on right now." It was true, nothing was beyond the yellow eyes of the madman, just empty, incoherent thoughts of lunacy.

Heatblast dropped the mad scientist roughly and stared at him coldly. Looking down, Heatblast suddenly erupted with anger and anguish and shame, a whole fountain of emotion burst out, and he screamed, "Paradox! I'm not ready! Why did you have to abandon us here!" Somehow, Heatblast knew that his words wouldn't reach anyone, or anything beyond the physical realm. Paradox was gone. Like Mrs. Animo, or Margaret. All gone, never to return.

In a way, what they did was cruel, leaving their loves and passions and dreams with the men on Earth, traped and bound by duty to carry out their dreams, because a lost dream is worse than a lost person.

At some point, Ben had gotten into the RV, and the quartet of heroes left Animo, shortly before calling the police. With Ben in the bunk, he pretended to sleep. _Ben, there will be a great evil. This evil will nearly be too much for you, I have trained you and your cousins as best I could, and now I know you are ready. It will be a long road ahead, but I have the utmost faith in you, remember your training, and never lose direction. You can do anything you set your mind to doing._ The Professor's words rang through Ben's mind, and he shook off the sad feeling he got from them. Paradox was gone, and there was nothing he could do about it.

 _What if I'm not enough Paradox? What if I fail?_ Ben thought, green eyes staring off at the ceiling, as if trying to decipher some code that the Professor had left him. _If I fail, Sensei, Paradox, all of them. They all died for nothing._ As if reading his thoughts Ken walked over to his cousin, coaxing him, "Ben, listen. You won't fail. Paradox and the others, they didn't die for nothing. We trained for 5 years in the Hyperbolic Chamber! You don't need to carry that cross alone man, Gwen and I, we were both there with you. We can do this. We can do this like a family. We're stronger that way."

The End

* **I've waited my whole life to use that line.**

 ****While I definitely knew I wanted a more effective Ben and Team Omnitrix overall, I tried to keep parts of Ben's character and nature, so he is still sometimes immature and impatient, while generally being more angry and aggressive in general however.**

 *****With this story I wanted an overall more grounded and darker feel to the story, thus the villains are given more concrete and relatable backgrounds. So yes, I tried making a show about a kid with a magic wristwatch that turns him into different superheroes more grounded into realism and dark tones.**

 **AN: I hope you enjoyed, I do not plan on making this a regular serialized story, so this is a one-shot deal.**

 **Cya next time and remember to read, review, and get your game on!**


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